SPARKINITY LIMITED

BRAND TERMS OF SERVICE



Last Updated: 08 June 2022

1. Overview

Thank you for your interest in becoming a Brand on the Sparkinity wholesale online marketplace, accessible through its sites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Brand Terms of Service (“ Brand Terms ”), the terms “ Sparkinity ,” “ us ,” and/or “ we ” refer to Sparkinity Limited a company incorporated and registered in England and Wales under company number 10958055, whose registered office address is 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, support@sparkinity.com. The terms “you” and/or “your” refer to you as a user of the Services as a Brand. These Brand Terms, along with Sparkinity’s Terms of Service (“ General Terms ”) and Privacy Policy , govern your sale of goods as a Brand through the Services. These Brand Terms reference and link to various Sparkinity policies that provide additional details regarding the Services, and such policies are incorporated Brand Terms of Service when registering, you acknowledge and agree to the set forth below. Capitalised terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Brand Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

A Brand means a person or entity that markets and sells Products through the Services.

B Retailer ” means a person or entity that purchases Products through the Services.

C Successful Delivery ” means the delivery of all ordered items from the Brand to the Retailer's designated delivery address and the confirmation of delivery from the shipping provider.

3. Account Registration – User Account

a User Account. To sell goods through the Services as a Brand, you must submit an application to become a brand and be approved by Sparkinity for an account (“ User Account ”), as further set forth in the General Terms. By accepting these Brand Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Brand on-boarding process (as detailed in the General Terms), you authorise Sparkinity and its affiliates, acting on your behalf, to conclude contracts with Retailers for the sale of Brand goods. Sparkinity will use good faith efforts to review your application to become a Brand as soon as possible. You acknowledge that Sparkinity is only able to accept a limited number of Brands at any given time, and that Sparkinity is not obligated to accept you as a Brand. You hereby release Sparkinity from any liability regarding the acceptance process.

b Wholesale Relationships. Sparkinity understands that Brands have sales representatives in certain territories. If you have such sales representatives, Sparkinity may, depending on circumstances and regulations, work with you to limit certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To discuss this, you will need to contact Sparkinity by emailing
support@sparkinity.com.

4. Onboarding

a Shop Page. Each Brand has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). Sparkinity will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available at our discretion). You agree that Sparkinity may adjust, edit or remove Content you submit in order to comply with Sparkinity’s internal specifications and requirements. Sparkinity reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have Sparkinity create your Shop Page, you must provide the information requested in the On-Boarding documents such as line sheet, high resolution photography (product and lifestyle) in accordance with Sparkinity’s photography guidelines, and your minimum order number, all described below. Sparkinity may ask for additional information as needed. As soon as your Shop Page is created, Sparkinity will send you an activation email.

b Line Sheet. As part of the onboarding process, you are required and agree to submit to Sparkinity a line sheet of your entire and complete wholesale product catalogue including the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. The line sheet must be in accordance with Sparkinity’s Product Guidelines.

c High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with Sparkinity’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by Sparkinity, and Sparkinity will select the best quality and most reject appropriate photographs for your Shop Page. Sparkinity reserves the right to reject content that violates Sparkinity’s guidelines or these Brand Terms.

d Order Minimums. You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide Sparkinity with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Shop Page.

e Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. Sparkinity reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Shop Page for the purpose of informing Retailers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your User Account settings.

5. Content Licence, Representations and Warranties

a Licence. In connection with your use of the Services, you hereby grant to Sparkinity a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free licence to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of Sparkinity’s advertising, marketing, publicity and other initiatives and events. Sparkinity does not claim any ownership rights in any of your Content and nothing in these Brand Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Sparkinity may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.

b Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licences, consents and releases necessary to grant to Sparkinity the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Sparkinity or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libellous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. You represent and warrant on a continuing basis during the Term that:

(a) the information provided by you to Sparkinity (including the information included in the On-Boarding Documents) is accurate;

(b) the Products conform to their descriptions as set out on the Sparkinity Website; and

(c) the Brand is in compliance with all applicable laws and regulations (including health and safety laws and regulations) regarding the preparation, storage, sale and Delivery of the Products,

and Sparkinity takes no responsibility and assumes no liability, and you hereby release Sparkinity from any such liability related content or otherwise made available by you, and you agree to indemnify Sparkinity per the terms of the Indemnification section herein. The representations and warranties set out at clause 5 will be deemed to be repeated on each day during the Term by reference to the facts and circumstances subsisting on each such day.

6. Product Listing and Compliance

a Product Listing. Sparkinity requires each Brand to list their entire wholesale catalogue, unless otherwise agreed in writing by Sparkinity, and provide a description for each product. Sparkinity reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Brand's available products will at all times comply with Sparkinity’s Product Guidelines regarding prohibited products

b Maximum List Price. Sparkinity has a maximum price for products listed on the Services. Please visit www.sparkinity.com for current policy.

c Product and Content Compliance. All products made available on Sparkinity, and related Content, must meet Sparkinity’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by Sparkinity’s Product Guidelines and to refrain from making available any prohibited products identified in Sparkinity’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labelling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licences, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that Sparkinity is not responsible for determining whether you meet the above requirements, you hereby release Sparkinity from any liability with respect thereto and agree to indemnify Sparkinity as set forth in the Indemnification section set forth below. Failure to comply with Sparkinity’s Products Guidelines may result in the temporary suspension or permanent termination of your User Account, in our sole discretion.

7. Product Pricing

a Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will not be higher than the wholesale price you offer on all other wholesale channels, including your own, where your products are sold in the applicable region.

b Price Audits. You acknowledge and agree that Sparkinity may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, Sparkinity may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Sparkinity reserves the right to temporarily suspend or permanently terminate your User Account.

8. Title, Returns, Promotions

a Sale and Free Return Orders with a Brand. Sparkinity offers free returns on the Sale or Free Return order placed with any Brand. From the date the order is placed, a Retailer has a limited period of time to return the product for a full refund. Any additional orders (reorders), within 6 months from the first Sale or Free Return order, with the same Brand are not eligible for return unless otherwise determined by Sparkinity in its sole discretion. However, Sparkinity, not the Brand, takes on this return risk, as returned items will not be deducted from your payout for the order.

b Returned Products. Sparkinity takes title to all products, bought under Sale or Free Return or Free Order terms, returned by a Retailer, subject to its return policies (not all products are eligible for return). Sparkinity may, at its option, promote and distribute any returned products through its various redistribution channels. Retailers may purchase these returned products without meeting the Brand’s Minimum. You acknowledge and agree that Sparkinity may promote and redistribute such products bearing your brand name through these and/or other avenues. If you do not want your returned products to be re-sold or redistributed by Sparkinity, you may opt-in to our Buy-Back Program, where available, which will allow you to buy back your returned inventory subject to certain additional terms and conditions made available to you prior to opting in (Sparkinity will also consider individual buy-backs in its reasonable discretion).

c The Brand takes full responsibility for refunding the value of the items returned by the retailer, with the exception of products bought under Sale and Free Return terms. Sparkinity shall be under no obligation to refund any Commission deducted from the Purchase Price paid to the Brand if the Brand provides a refund to the Retailer for any reason.

9. Sparkinity agency, Commission/Fees, Payment Terms, Facilitated Payment Terms and Adjustments

a Acceptance of Terms. By accepting these Brand Terms, you acknowledge and agree to the Commissions, Fees, any other applicable discounts, calculations and payout timings set forth below. You agree and authorise Sparkinity and/or any payment processor engaged by Sparkinity to deduct all Commissions, Fees and any other applicable discounts owing to Sparkinity from any amount payable to you. If any Additional Services have been provided by Sparkinity to you and the Additional Fee cannot be paid from deduction then you must pay the Additional Fee within thirty (30) days of the date of the relevant invoice, to Sparkinity’s bank account as notified by Sparkinity to you in writing, or to such other account or through such other payment mechanism as agreed by the parties in writing. Unless otherwise agreed between the parties in writing, Sparkinity may increase the Commission and/or the Additional Service Fee upon giving at least thirty (30) days’ notice in writing to the Brand, such increase to take effect immediately following expiry of such notice.

b Acceptance of Orders on behalf of Brands: You agree that Sparkinity is authorised on your behalf to accept orders from Retailers for the purchase of the products (each a “Product”) which you make available for sale through the Services and that such acceptance will result in the conclusion of a contract (each an “Order”) for the sale of the relevant Product from you to the applicable Retailer in accordance with these Brand Terms. By virtue of the above appointment of Sparkinity as your agent to conclude Orders, you acknowledge that, where payment of any amount payable to you by a Retailer in respect of an Order is made to Sparkinity, this shall discharge the relevant Retailer’s obligation to you to the extent of the amount paid.

c Payment Timings and Trade Credit: The following provisions shall determine the payment terms which shall apply to the discharge by the relevant Retailer of any amount payable by it in respect of an Order (the “ Purchase Price ”):

I Sparkinity will act on your behalf in determining which of four payment timings shall be granted to the Retailer in respect of an Order, these being:

1. Pro Forma: the Retailer is obliged to make payment of the Purchase Price at your acceptance of the Order; or

2. 30-day terms: the Retailer is granted a period of interest-free payment terms by you as a consequence of which the Retailer is obliged to make payment of the Purchase Price typically on the day falling 30 days after the date on which the Order is concluded; or

3. 60-day terms: the Retailer is granted a period of interest-free payment terms by you as a consequence of which the Retailer is obliged to make payment of the Purchase Price typically on the day falling 60 days after the date on which the Order is concluded; or

4. 90-day terms: the Retailer is granted a period of interest-free payment terms by you as a consequence of which the Retailer is obliged to make payment of the Purchase Price typically on the day falling 90 days after the date on which the Order is concluded. 90 Day Terms may typically only be granted on a seasonal basis such during the holiday seasons. This will be Sparkinity’s discretion.

II Sparkinity will determine which of the above payment timings (each a “ Payment Timing ”) is granted to the Retailer in respect of an Order, acting on your behalf using its discretion.

If the delivery is flagged, or marked, as not a Successful Delivery, then the payment is not due by the Retailer.

d Payment Receipt Timings: You can choose to receive payment of the Purchase Price in respect of any Order either:

I on the day falling 30 days after the date on which the Order is concluded.; or

II at your acceptance of the Order (“ Pro Forma ”).

e Payment Receipt and Pro Forma Receipt Fee: You can determine which of the above payment receipt terms (each a “Receipt Timing”) is to be applied in respect of an Order. In the event that you select pro forma payment as your Receipt Timing for any Order, you shall pay a processing fee of 3% of the Purchase Price (inclusive of shipping cost) to Sparkinity, such amount to be deducted from the payment of the Purchase Price to you and be paid to Sparkinity.

f Non-Business Days: If, under any of the above provisions, a payment falls due to be made to you on a day which is not a business day, the payment date shall be extended to the next business day.

g Payment Suspension: Sparkinity reserves the right to suspend payouts to you due to any pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

h Facilitated Payment Terms: Sparkinity has entered into arrangements with a payment processor (the “Payment Processor”) to facilitate payments of the Purchase Price to you in respect of your Orders. The Payment Processor will facilitate payments for your Orders in relation to the acquiring and collection of payments of the Purchase Price from Retailers and the making of payments of the Purchase Price to you, each in accordance with the Payment Timing made available to the Retailer and the Receipt Timing selected by you respectively. For this purpose, you are required to enter into the Payment Processor’s Terms and Conditions, and by accepting these Brand Terms and Sparkinity’s General Terms, you agree to be bound by the Payment Processor’s Terms. We are not responsible for errors by the payment processor. You acknowledge that Sparkinity is designated as your authorised representative for the purposes of giving instructions to the Payment Processor on your behalf in relation to the collection of the Purchase Price of each Order from the Retailer and the payment of the Purchase Price of any Order to you (including in relation to advising the Payment Processor of the amount and timing of to apply to each such payment) and otherwise in relation to the operation of your relationship with the Payment Processor in respect your use of Payment Processor’s services in that respect (including in relation to the access to, and use of, your data processed by the Payment Processor). You agree that Sparkinity shall be entitled to instruct the Payment Processor to pay to Sparkinity the amount of any fees or commissions payable by you to Sparkinity by way of deduction from any amount at any time being held by the Payment Processor for you.

Where, in respect of any Order, by virtue of the Payment Timing granted to the Retailer and the Receipt Timing that you have selected, in certain instances payment of the Purchase Price will be made by the Payment Processor to you before the Purchase Price is collected from the Retailer:

1. the Payment Processor will apply the amount of the Purchase Price collected from the Retailer towards reimbursement of the amount of the Purchase Price paid by it to you in advance of collection from the Retailer, minus the agreed fees, commissions and other applicable deductions; and

2. to the extent that such arrangements involve the provision of any kind of financial or payment service to you, such service will be provided by the Payment Processor and not by Sparkinity.

i Percentage. Unless otherwise agreed by Sparkinity in writing, Sparkinity charges Brands a commission (the “Commission”) of 20% on first orders, which are not Free Orders, which includes a first order surcharge fee of 10%. Sparkinity charges Brands a Commission of 15% on any subsequent orders. The Commission rates are subject to change at our discretion and Sparkinity reserves the right to offer discounts or offers for certain periods of time. If an existing Retailer account places an order through the Services, then Sparkinity agrees to waive the Commission (including the first order surcharge) for such Retailers, provided the Brand satisfies Sparkinity’s then-current policies relating to waiver of the commission. Certain categories of products and a Brand’s location may result in a Commission structure different from the foregoing, which will be communicated to you during onboarding or creation of your User Account.

j Calculation. Commissions (including the first order surcharge) are calculated based on the amount of the order total in its agreed currency, excluding shipping costs.

k You will be charged shipping costs for items damaged or missing which are not due to an error by the shipping provider. In addition, you will also be charged for shipping costs, and any applicable taxes, for any wrong items sent to the Retailer, and the associated return costs should the items be returned to you or Sparkinity.

l Adjustment: You hereby authorise Sparkinity, via the Payment Processor, to debit your account for any applicable adjustments to the payments made to you, or payments due to be made to you, by the Payment Processor. Adjustments can typically be made if (i) at our sole discretion we have refunded the Retailer on your behalf for a refund agreed by you and the Retailer (ii) customer disputes (iii) payment errors made by Sparkinity or the Payment Processor (iv) shipping costs or (v) any reversals of payments for any reason by our Payment Processor or the institutions handling the transaction. You agree that Sparkinity may recover these amounts by debiting your account or setting off any amounts owed to you by us. If we are unable to recover funds related to an adjustment for which you are liable, you will pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation, costs assessed by our Payment Processor, legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid adjustment unpaid by you.

m Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including VAT and sales taxes, as well as any other payments or filings required under applicable law. You hereby release Sparkinity with respect thereto, and agree to indemnify, defend and hold Sparkinity harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest. All our Commissions and Fees are exclusive of VAT unless otherwise indicated, which shall be paid at the same time as payment of relevant Commission or Fees. Dutch VAT will be levied at the standard rate on fees to Dutch based Brands and EU based Brands that do not present a valid VAT identification number. If no Dutch VAT is due on our services, VAT, GST or sales tax may be due in your jurisdiction via a reverse charge mechanism. You are solely responsible for correctly reporting and paying any such taxes via such reverse charge mechanism.

10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods

a Shipping Costs. As a Brand, you understand Sparkinity provides shipping unless agreed in advance and in writing, for where our services are not available or suitable, in which case we will reimburse you at a maximum amount as specified on the site. You agree to comply with our shipping maximum weights, sizes and any additional factors which might lead to additional surcharges on the shipment and that if not followed you may be requested to pay any extra cost that may incur. Cross border shipments may have additional requirements, such as licences and certifications depending on the products specifications and that you are responsible for these requirements, such as phytosanitary paperwork or any other that might be relevant. You understand that packing the order appropriately is your sole responsibility and you may be deemed responsible for any damage claim raised by the customer upon reception according to our Terms and Conditions; The non-cooperation in solving any damage or issue regarding an order may lead to the deactivation of your account after 2 unresolved incidents or when we deem fit; These will be solved by our dispute resolution team, and we will not be liable for the outcome. Please find more about our Seller Service Level agreement here. Shipping costs will appear on a Retailer’s invoice and shall reflect the actual shipping costs incurred by the Brand. Shipping costs may not be inflated in any way. Sparkinity reserves the right to charge you shipping costs for missing, wrong or damaged items including those for where they are being returned, either to Sparkinity or you, and/or replaced.

b Tracking Number. You will be asked by Sparkinity for, and you agree to provide within your User account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Sparkinity will automatically send an email to the Retailer letting them know the order is on its way. Although not required, Sparkinity recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.

c Damaged, Wrong or Missing Goods. Retailers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged, wrong, or missing items in an order. Sparkinity will notify you if a Retailer reports to Sparkinity directly that a product is damaged, wrong or if an order is missing items. Sparkinity will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider if one is used, and you hereby release Sparkinity from any liability with regard thereto. Sparkinity reserves the right to deduct payouts, charge your payment processing account or your bank account associated with your User Account related to items that are reported as damaged or missing. You have the right to dispute the charge with Sparkinity but we reserve the right to reject any dispute/claim created by you about the charge. For items that have been returned to you, or you have agreed with the Retailer that their return is not required, due to them being damaged or faulty and you have agreed with the Retailer that a replacement is not required or cannot be provided, Sparkinity, at its sole discretion, may refund the Retailer on your behalf and then reclaim the refunded amount and any additional applicable costs such as shipping and taxes, from you. Where, in respect of any Order, by virtue of the Payment Timing granted to the Retailer and the Receipt Timing that you have selected, the Purchase Price has been made by the Payment Processor to you before the Purchase Price is collected from the Retailer the refund, including any applicable tax and shipping costs, will be owned by you to Sparkinity and not the Retailer. Where, at our sole discretion, Sparkinity has paid applicable taxes and shipping costs then these costs relating to the damaged or faulty items will be refunded to Sparkinity and not the Retailer. You agree and acknowledge that Sparkinity can then deduct payouts, charge your payment processing account or your bank account associated with your User Account, for the invoiced value of those items and any applicable tax and shipping costs. You agree and acknowledge Sparkinity’s right to recover these amounts from you. If we are unable to recover funds related to any refund, including applicable taxes and shipping costs, to which you are liable you will pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation, costs assessed by our payment processor. In all other instances the refund is due to the Retailer and you are solely responsible for providing this, including any applicable taxes and shipping costs, to the Retailer via the Payment Processor appointed by Sparkinity. You understand that packing the order appropriately is your sole responsibility and you may be deemed responsible for any damage claim raised by the customer upon reception according to our Brand Terms; the non-cooperation in solving any damage or issue regarding an order may lead to the deactivation of your account after 2 unresolved incidents or when we deem fit; these will be solved by our dispute resolution team, and we will not be liable for the outcome. Please find more about our Seller Service Level agreement here.

d Shipping Insurance. Sparkinity does not require you to purchase shipping insurance. However, Sparkinity strongly recommends that you do so in order to facilitate any shipping dispute you have with a Retailer. Shipping protection may be available.

11. Inventory, Orders, Recalled Products, Disputes

a Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your User Account portal. It is your responsibility to keep your product catalogue current and up-to-date based on availability (whether items are back-ordered or discontinued)

b Orders. Sparkinity will send you an email each time a Retailer places an order for any of your Products and an Order is created. Your User Account will also be updated with new Order details. You will be able to review the Order details, edit inventory availability and confirm or reject the Order. You should confirm or reject an Order within 2 business days of receiving the email notifying you of the Order’s conclusion. Sparkinity will notify the applicable Retailer on your behalf of any rejection of an Order which you wish to effect and such Order will then cease to be binding on you or on the relevant Retailer from receipt of such notification by the Retailer from Sparkinity. If you wish to reject an Order, you will be asked to provide a reason for not being able to fulfil the Order. Consistent order rejection may result in the temporary suspension or permanent termination of your User Account, at our sole discretion.

c Right to Refuse. You have the right to reject any Order by a Retailer for any reason. Consistent rejection of Orders may, however, impact your visibility and search placement within the Services to Retailers.

d Recalled Products. You agree to immediately inform Sparkinity if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.

i Pause Mode. If you are going on vacation, or will be unable to fulfil new Orders for a period of time, you may pause your Shop Page for up to 12 weeks at a time using “Pause Mode” found in your User Account tab. You will still be able to access your User Account and you should still fulfil any Orders you have already accepted even while on “Pause Mode”.

g Disputes: Sparkinity shall notify the Brand of any good faith disputes in relation to the Retailers' purchases of Products (excluding any disputes relating to payments from Retailers), and shall use commercially reasonable endeavours to resolve any dispute together with the Brand.

12. Commitment to Quality and Service

a Minimum Standards. Brand and Retailer satisfaction is of utmost importance to the long-term health and success of the Sparkinity community. Accordingly, Brands are subject to the following minimum standards in connection with the Services:

I To accurately list and describe available products on your Shop Page; such as attributes and variations where applicable, SKUs and pricing;

II To keep your product catalogue and product information, such as product availability, description, quantity and price, up to date;

II To provide as detailed as possible product descriptions, listing materials, ingredients where applicable, as well source of the product;

IV To ensure that any rejection of an Order is effected in a timely manner;

V To give lead times that are accurate and feasible and to timely fulfil Orders and ship the related Products to Retailers. Where it is not possible to use Sparkinity’s shipping provider you agree to use a reputable shipping provider;

VI To promptly and effectively respond to Retailer inquiries; and to promptly resolve missing, wrong, or damaged orders with a Retailer;

VII To ensure that your payment details are correct and updated as required;

VIII Your pick-up address details and all the relevant fields that can be deemed necessary for any order processing and fulfilment, such as your VAT settings registration, EORI number if and when applicable, are all filled in correctly;.

IX You agree to use Sparkinity’s messaging system to communicate with customers in a timely manner, within 24hrs, and in compliance with our general terms and conditions. Please note that failure to do so will lead to a ranking drop on our marketplace;

X You understand we provide shipping unless agreed in advance in writing, for where our services are not available or suitable, in which case we will reimburse you at a maximum amount as specified on the site;

XI Our shipping service includes a collection from a single location in your designated home country. Multiple or change of pick-up locations may result in cancellation or additional charges;

XII You agree that you will mark orders as fulfilled once shipped from your location and add tracking information every time an order is shipped;

XIII Cross border shipments may have additional requirements, such as licences and certifications depending on the products specifications and that you are responsible for these requirements;

XIV You agree and acknowledge our right reclaim or offset amounts due to use from past disputes or order amendments.

b Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Brand’s minimum standard requirements, Sparkinity will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help Sparkinity determine whether you are meeting Sparkinity’s expectations on delivering a great experience for the Retailers. Such metrics also include:

I Accuracy of product listings;

II Catalogue completeness;

II How often your shipments are later than the expected shipping date;

IV How often you provide a valid tracking number;

V How long it takes you to confirm or reject new Orders;

VI How often your orders are reported as damaged, wrong or missing goods:

VII How often your products are on backorder, returned or cancelled;

VIII How promptly and effectively you respond to Retailer inquiries;

IX How promptly and effectively you resolve missing or damaged orders with a Retailer.

c Volume Considerations. Sparkinity takes volume consideration into account when calculating metrics. For example, if a Brand has only 10 Orders, and 1 was damaged, then the damaged Order rate is 10%. While that metric is technically over Sparkinity’s target, it does not necessarily reflect an actual problem with performance given the low volume of Orders.

d Evaluation. Sparkinity typically evaluates a Brand’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged User Account and/or the extent of available data. Sparkinity reserves the right to adjust its evaluation criteria as needed.

e Accountability. If Sparkinity determines that you are not meeting the minimum standards of quality and service, Sparkinity may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your User Account. Sparkinity also reserves the right to put limits on your User Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.

f Suspended Accounts. If your User Account is suspended for performance issues, you may appeal for re-activation by providing Sparkinity with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Sparkinity in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your User Account is erroneous, you may contact Sparkinity and explain why. You agree and acknowledge that Sparkinity’s decision is final and binding.

13. Promotion

Unless you opt out as set forth below, Sparkinity may feature certain Brands, products and Content at the top of their respective category, on Sparkinity’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. Sparkinity may choose to bid on Brand brand names and keywords relating to the Brand’s products in advertising products and may create SEO optimised pages or campaigns for Brand brands. Sparkinity shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email the support team at support@sparkinity.com. Sparkinity may also offer Brands email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and Sparkinity reserves the right to throttle or limit the number of emails sent to Retailers via such tools.

14. Sparkinity Messenger

Retailers and Brands may contact each other directly through Sparkinity Messenger on the Services. You agree to use Sparkinity Messenger only for legitimate business purposes, such as responding to a Retailer’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse Sparkinity Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Retailer’s question or resolve issues, you may contact Sparkinity directly. You agree to not use the messenger service to:

I Drive business outside of the platform;

II Use it against our marketplace which includes references to our competitors;

II Share personal or sensitive information;

IV Improper or obscene language or graphic images;

V Promote violence and/or publish any material considered abusive, threatening, harassing, defamatory, racist, ageist or sexist to any section of the society;

VI Publish anything containing viruses, trojans, crawlers or anything else which may damage, interrogate or otherwise access our software, hardware or communications networks.

15. Product Liability Insurance

All Brands are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Sparkinity in such amount as is reasonable and customary for companies of comparable size and activities. Sparkinity reserves the right to request proof of such insurance coverage and other relevant information at any time.

16. Indemnity

You agree to defend, indemnify, and hold Sparkinity, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Brand Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

17. Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER SPARKINITY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE

PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SPARKINITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPARKINITY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED £100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SPARKINITY AND YOU.

18. Prohibited Uses

Sparkinity will have the right to investigate and prosecute violations of these Brand Terms to the fullest extent permitted by law. Sparkinity may involve and cooperate with law enforcement authorities in prosecuting users who violate these Brand Terms. You acknowledge and agree that Sparkinity has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Brand Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Sparkinity reserves the right, at any time and without prior notice, to remove or disable access to any Content that Sparkinity, in its sole discretion, considers to be in violation of these Brand Terms or otherwise harmful to the Services. Sparkinity reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Sparkinity suspects illegal activity may be taking place.

19. Termination

If you breach any of these Brand Terms, Sparkinity will have the right to temporarily suspend or permanently terminate your User Account, and/or terminate these Brand Terms and/or the General Terms, in its sole discretion and without prior notice to you. Sparkinity reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Sparkinity terminates these Brand Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Sparkinity at any time by contacting Sparkinity’s support team at support@sparkinity.com or as otherwise indicated in your User Account portal. Sparkinity will take down your Shop Page as soon as practicable and will close your User Account once there has been an accounting of all monies due and owing.

20. Controlling law and jurisdiction

These Brand Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England. The application of the United Nations Convention on Contracts for the International Sale of Goods, private international laws (e.g. conflict of laws principles) and consumer protection e-commerce regulations, where relevant, are expressly excluded. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.